Form DEL AM - Delaying amendment

 

May 9, 2024

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 

Re:	Delaying Amendment for Cheer Holding Inc.
	Registration Statement on Form F-3 (File No. 333-279221)

 

Ladies and Gentlemen:

 

Reference is made to the Registration Statement on Form F-3 (File No. 333-279221) filed with the Securities and Exchange Commission (the “Commission”) by Cheer Holding, Inc. on May 8, 2024 (the “Registration Statement”). Pursuant to Rule 473(c) of the Securities Act of 1933, as amended (the “Act”), the following delaying amendment, prescribed by Rule 473(a) of the Act, is hereby incorporated into the facing page of the Registration Statement:

 

“The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.”

 

No fees are required in connection with this filing.

 

If you have any questions or comments in connection with this delaying amendment, please call John P. Yung, Lewis Brisbois Bisgaard & Smith LLP, at 916-646-8288, outside counsel to the Company.

 

Sincerely,

 

Cheer Holding, Inc.

 

/s/ Bing Zhang

 

Bing Zhang,

Chief Executive Officer

 

 

 

---